Common use of Merger Consideration Adjustments Clause in Contracts

Merger Consideration Adjustments. (a) The Merger Consideration shall be subject to adjustment to the extent that Current Assets (as defined herein) or Current Liabilities Assumed (as defined herein) materially differ from the amounts customarily arising in the ordinary course of business of the Company as of November 30, 1996. The term "Current Assets" shall mean pettx xxxh, Accounts Receivable, prepaid expenses, Inventory, supplies and other current assets (excluding cash in banks, certificates of deposit, other cash equivalents, current portion of capital leases and prepaid Income Taxes). The term "Current Liabilities Assumed" shall mean the audited balances as of November 30, 1996 of trade accounts payable, accrued payroll, accrued payroll taxes, accrued benefits, and other current liabilities (excluding notes payable, current portion of capital leases and long-term debt and income and franchise taxes). The adjustment shall be settled in cash or Vision 21 Common Stock at Vision 21's option. The parties also agree that to the extent the adjustments materially impact the goodwill created by the transaction, there shall be an adjustment for the related impact upon net income created by the change in amortization of such goodwill and the Merger Consideration shall be increased or reduced to reflect the impact on net income, settled in cash or Vision 21 Common Stock at Vision 21's option.

Merger Consideration Adjustments. (a) The Merger Consideration shall be subject to adjustment to the extent that Current Assets (as defined herein) or Current Liabilities Assumed (as defined herein) materially differ from the amounts customarily arising in the ordinary course of business of the Company as of November 30July 31, 19961997. The term "Current Assets" shall mean pettx xxxh, Accounts Receivable, prepaid expenses, Inventory, supplies and other current assets (excluding cash in banks, certificates of deposit, other cash equivalents, current portion of capital leases and prepaid Income Taxes). The term "Current Liabilities Assumed" shall mean the audited balances as of November 30July 31, 1996 1997 of trade accounts payable, accrued payroll, accrued payroll taxes, accrued benefits, and other current liabilities (excluding notes payable, current portion of capital leases and long-term debt and income and franchise taxestaxes and accrued shareholder expenses). The Merger Consideration shall be increased or reduced to reflect the difference between the Current Assets and Current Liabilities and the customary amounts referred to hereinabove. The adjustment shall be settled in cash (which shall be set-off from moneys due New P.C. pursuant to the Business Management Agreement) or Vision 21 Common Stock at Vision 21's optionas mutually agreed upon by the parties. The parties also agree that to the extent the adjustments materially impact the goodwill created by the transaction, there shall be an adjustment for the related impact upon net income created by the change in amortization of such goodwill and the Merger Consideration shall be increased or reduced to reflect the impact on net income, settled in cash or Vision 21 Common Stock at Vision 21's option.

Merger Consideration Adjustments. (a) The Merger Consideration shall be subject to adjustment to the extent that Current Assets (as defined herein) or Current Liabilities Assumed (as defined herein) materially differ from the amounts customarily arising in the ordinary course of business of the Company as of November April 30, 19961997. The term "Current Assets" shall mean pettx xxxh, Accounts Receivable, prepaid expenses, Inventory, supplies and other current assets (excluding cash in banks, certificates of deposit, other cash equivalents, current portion of capital leases and prepaid Income Taxes). The term "Current Liabilities Assumed" shall mean the audited balances (on an accrual basis) as of November April 30, 1996 1997 of trade accounts payable, accrued payroll, accrued payroll taxes, accrued benefits, and other current liabilities (excluding notes payable, current portion of capital leases and long-term debt and income and franchise taxestaxes and accrued shareholder expenses). The Merger Consideration shall be increased or reduced to reflect the difference between the Current Assets and Current Liabilities and the customary amounts referred to hereinabove. The adjustment shall be settled in cash (which shall be set-off from moneys due New P.C. pursuant to the Business Management Agreement) or Vision 21 Common Stock at Vision 21's option. The parties also agree that to the extent the adjustments materially impact the goodwill created by the transaction, there shall be an adjustment for the related impact upon net income created by the change in amortization of such goodwill and the Merger Consideration shall be increased or reduced to reflect the impact on net income, settled in cash or Vision 21 Common Stock at Vision 21's option.